<PAGE>
 
                                  EXHIBIT 3-G
                                  -----------

               CONNECTIV'S BY-LAWS, AS AMENDED FEBRUARY 16, 1999
               -------------------------------------------------
<PAGE>
 
                                  B Y L A W S
                                      OF
                                   CONECTIV


1.        OFFICES.
          ------- 

          1.1      Offices.  In addition to its registered office in the State
                   -------                                                    
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware and a significant presence in New Jersey, and such other offices,
either within or without the State of Delaware, at such locations as the Board
of Directors may from time to time determine or the business of the Corporation
may require.

2.        SEAL.
          ---- 

          2.1      Seal.  The Corporation shall have a seal, which shall have
                   ----                                                      
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.        MEETINGS OF STOCKHOLDERS.
          ------------------------ 

          3.1      Annual Meetings.  The annual meeting of stockholders of the
                   ---------------                                            
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

          3.2      Special Meetings.  Special meetings of the stockholders of
                   ----------------                                          
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors.

          3.3      Notice of Meetings.  (a)  Notices of meetings of stockholders
                   ------------------                                           
shall be in writing and shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which a
meeting is called.  No business other than that specified in the notice thereof
shall be transacted at any special meeting.

                   (b) Such notice shall either be delivered personally, mailed,
postage prepaid, or by any other lawful means, to each stockholder entitled to
vote at such meeting not less than 10 nor more than 60 days before the date of
the meeting. If mailed, the notice shall be directed to the stockholder at his
or her address as it appears on the records of the Corporation. Personal
delivery of any such notice to any officer of a corporation or association or to
any member of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. 
<PAGE>
 
                   (c) Notice of any meeting of stockholders need not be given
to any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened, such
stockholder shall not be deemed to have waived notice of such meeting.

          3.4      Adjourned Meetings.  When a meeting is adjourned to another
                   ------------------                                         
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  At the adjourned meeting the
stockholders may transact any business which might have been transacted at the
original meeting.  If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

          3.5      Quorum and Adjournment.  Except as otherwise provided by law,
                   ----------------------                                       
by the Certificate of Incorporation of the Corporation or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders.  If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

          3.6      Vote Required.  Except as otherwise provided by law or by the
                   -------------                                                
Certificate of Incorporation:

                   (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                   (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

          3.7      Manner of Voting.  At each meeting of stockholders, each
                   ----------------                                        
stockholder having the right to vote shall be entitled to vote in person or by
proxy.  Proxies need not be filed with the Secretary of the Corporation until
the meeting is called to order, but shall be filed before being voted.  Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his name on the books of the Corporation on the record date fixed
for determination of stockholders entitled to vote at such meeting.  All
elections of Directors by stockholders shall be by written ballot.

          3.8      Proxies.  (a)  At any meeting of stockholders, any
                   -------                                           
stockholder may be 

                                       2
<PAGE>
 
represented and vote by proxy or proxies. In the event that any form of proxy
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting or, if only one shall be present, then that one
shall have and may exercise all of the powers conferred by the form of proxy
upon all of the persons so designated unless the form of proxy shall otherwise
provide.

                   (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
proxies and the validation of the same, which are intended to be voted at any
such meeting.

          3.9      Presiding Officer and Secretary.  The Chairman of the Board
                   -------------------------------                            
shall act as chairman of all meetings of the stockholders.  In the absence of
the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

          The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

          3.10     Procedure.  At each meeting of stockholders, the chairman of
                   ---------                                                   
the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure.  Except to the extent inconsistent with any such rules and
regulations as adopted by the Board of Directors, the chairman of the meeting
may establish rules, which need not be in writing, to maintain order and safety
and for the conduct of the meeting.  Without limiting the foregoing, he or she
may:

                   (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                   (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                   (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and

                   (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting acts in his or her absolute discretion and his or
her rulings are not subject to appeal.

                                       3
<PAGE>
 
4.        DIRECTORS.
          --------- 

          4.1      Powers.  The Board of Directors shall exercise all of the
                   ------                                                   
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

          4.2      Resignations.  Any Director may resign at any time by giving
                   ------------                                                
written notice to the Board of Directors or the Secretary.  Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein.  Acceptance of such resignation shall not be necessary to
make it effective.

          4.3      Presiding Officer and Secretary.  The Chairman of the Board
                   -------------------------------                            
shall act as chairman of all meetings of the Board of Directors.  In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

          The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

          4.4      Annual Meetings.  The Board of Directors shall meet each year
                   ---------------                                              
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation.

          4.5      Regular Meetings.  Regular meetings of the Board of Directors
                   ----------------                                             
shall be held on such dates and at such times and places, within or without the
state of Delaware, as shall from time to time be determined by the Board of
Directors.  In the absence of any such determination, such meetings shall be
held at such times and places, within or without the State of Delaware, as shall
be designated by the Chairman of the Board on not less than twelve hours notice
to each Director, given verbally or in writing either personally, by telephone
(including by message or recording device), by facsimile transmission, by
telegram or by telex or on not less than three (3) calendar days' notice to each
Director given by mail.

          4.6      Special Meetings.  Special meetings of the Board of Directors
                   ----------------                                             
shall be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each 

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Director, given verbally or in writing either personally, by telephone
(including by message or recording device), by facsimile transmission, by
telegram or by telex or on not less than three (3) calendar days' notice to each
Director given by mail. Special meetings shall be called by the Secretary on
like notice at the written request of a majority of the Directors then in
office.

          4.7      Quorum and Powers of a Majority.  At all meetings of the
                   -------------------------------                         
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision shall govern and control.  In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

          4.8      Waiver of Notice.  Notice of any meeting of the Board of
                   ----------------                                        
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened, then such Director shall not be deemed to have
waived notice of such meeting.

          4.9      Manner of Acting.  (a)  Members of the Board of Directors, or
                   ----------------                                             
any committee thereof, may participate in any meeting of the Board of Directors
or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                   (b)  Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

          4.10     Compensation.  (a)  The Board of Directors, by a resolution
                   ------------                                               
or resolutions, may fix, and from time to time change, the compensation of
Directors.

                   (b)  Each Director shall be entitled to reimbursement from
the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                   (c)  Nothing contained in these Bylaws shall be construed to
preclude 

                                       5
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any Director from serving the Corporation in any other capacity and from
receiving compensation from the Corporation for service rendered to it in such
other capacity.

          4.11     Committees.  The Board of Directors may designate one or
                   ----------                                              
more committees, each committee to consist of one or more Directors, which to
the extent provided in said resolution or resolutions shall have and may
exercise the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters:  (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation.  The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee.  In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

          4.12     Committee Procedure, Limitations of Committee Powers.  (a)
                   ----------------------------------------------------       
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors.  Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                   (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                   (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.

                                       6
<PAGE>
 
5.        OFFICERS.
          -------- 

          5.1      Number.  (a)  The officers of the Corporation shall include a
                   ------                                                       
Chief Executive Officer, a President, one or more Vice Presidents (including one
or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary and a Treasurer.  The
Board of Directors shall also elect a Chairman of the Board and may elect a Vice
Chairman of the Board.  The Board of Directors may also elect such other
officers as the Board of Directors may from time to time deem appropriate or
necessary.  Except for the Chairman of the Board, the Vice Chairman of the Board
and the Chief Executive Officer, none of the officers of the Corporation needs
to be a director of the Corporation.  Any two or more offices may be held by the
same person to the extent permitted by the GCLD.

                   (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

          5.2      Election of Officers, Qualification and Term.  The officers
                   --------------------------------------------               
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors or the Merger Agreement, shall hold
office at the pleasure of the Board of Directors.

          5.3      Removal.  Except as otherwise expressly provided in the
                   -------                                                
Merger Agreement, any officer elected by the Board of Directors may be removed,
either with or without cause, by the Board of Directors at any meeting thereof,
or to the extent delegated to the Chairman of the Board or the Chief Executive
Officer, by the Chairman of the Board or the Chief Executive Officer.

          5.4      Resignations.  Any officer of the Corporation may resign at
                   ------------                                               
any time by giving written notice to the Board of Directors or to the Chairman
of the Board or to the Chief Executive Officer.  Such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          5.5      Salaries.  The salaries of all officers of the Corporation
                   --------                                                  
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

          5.6      The Chairman of the Board.  The Chairman of the Board shall
                   -------------------------                                  
have 

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<PAGE>
 
the powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

          5.7      Vice Chairman of the Board.  The Vice Chairman of the Board
                   --------------------------                                 
shall have the powers and duties customarily and usually associated with the
office of the Vice Chairman of the Board.

          5.8      Chief Executive Officer.  The Chief Executive Officer shall
                   -----------------------                                    
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation.  If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

          5.9      The President.  The President shall serve as chief operating
                   -------------                                               
officer and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

          5.10     The Vice Presidents.  Each Vice President shall have such
                   -------------------                                      
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer or the President.

          5.11     The Secretary and the Assistant Secretary.  (a)  The
                   -----------------------------------------           
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose.  He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer or the President.

                   (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President or the Secretary.
In case of the absence or disability of the Secretary, the Assistant Secretary
designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

          5.12     The Treasurer and the Assistant Treasurer.  (a)  The
                   -----------------------------------------           
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall 

                                       8
<PAGE>
 
deposit or cause to be deposited moneys or other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall also maintain adequate records of
all assets, liabilities and transactions of the Corporation and shall see that
adequate audits thereof are currently and regularly made. The Treasurer shall
have such other powers and perform such other duties that generally are incident
to the position of Treasurer or as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer or the President.

                   (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President or the Treasurer.
In case of the absence or disability of the Treasurer, the Assistant Treasurer
designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

6.        STOCK
          -----

          6.1      Certificates.  Certificates for shares of stock of the
                   ------------                                          
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued.  Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile.  In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person or entity were such
officer, transfer agent or registrar at the date of issue.

          6.2      Transfers.  Transfers of stock of the Corporation shall be
                   ---------                                                 
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, provided such
                                                             --------     
succession, assignment or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract.  Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any) and record the transaction upon its
books.

          6.3      Lost, Stolen or Destroyed Certificates.  Any person claiming
                   --------------------------------------                      
a certificate of stock to be lost, stolen or destroyed shall make an affidavit
or an affirmation of that fact, and shall give the Corporation a bond of
indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen or

                                       9
<PAGE>
 
destroyed.

          6.4      Registered Stockholders.  The Corporation shall be entitled
                   -----------------------                                    
to recognize the exclusive right of a person registered on its books as the
owner of shares as the person entitled to exercise the rights of a stockholder
and shall not be bound to recognize any equitable or other claim to or interest
in any such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by the
GCLD.

          6.5      Additional Powers of the Board.  (a)  In addition to those
                   ------------------------------                            
powers set forth in Section 4.1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                   (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.        MISCELLANEOUS
          -------------

          7.1      Place and Inspection of Books.  (a)  The books of the
                   -----------------------------                        
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                   (b) At least ten days before each meeting of stockholders,
the officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

                   (c) The Board of Directors shall determine from time to time
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                                      10
<PAGE>
 
          7.2      Voting Shares in Other Corporations.  The Chief Executive
                   -----------------------------------                      
Officer, the President or any other officer of the Corporation designated by the
Board of Directors may vote any and all shares held by the Corporation in any
other corporation.

          7.3      Fiscal Year.  The fiscal year of the Corporation shall be
                   -----------                                              
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

          7.4      Gender/Number.  As used in these Bylaws, the masculine,
                   -------------                                          
feminine or neuter gender, and the singular or plural number, shall each include
the others whenever the context so indicates.
 
          7.5      Paragraph Titles.  The titles of the paragraphs have been
                   ----------------                                         
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

          7.6      Amendment.  These Bylaws may be altered, amended or repealed
                   ---------                                                   
by (a) the affirmative vote of 80% or more of the aggregate number of votes that
the holders of the then outstanding shares of common stock and preferred stock
are entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment or repeal
be contained in written notice of such special meeting.  Notwithstanding the
foregoing, the amendment of any provision of these Bylaws requiring an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

          7.7      Certificate of Incorporation.  Notwithstanding anything to
                   ----------------------------                              
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.



1.  Adopted by Unanimous Written Consent of the Conectiv Board of Directors,
    3/1/98
2.  Amended (Arts. 3.3(b), 3.8(a) and 3.8(b)) by resolution of the Conectiv
    Board of Directors, 2/16/99

290268

                                      11